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| NYER > SEC Filings for NYER > Form 8-K on 15-Dec-2008 | All Recent SEC Filings |
15-Dec-2008
Entry into a Material Definitive Agreement, Financial Statements and Exhib
On December 9, 2008, D.A.W., Inc. d/b/a Eaton Apothecary ("DAW") (a wholly owned subsidiary of Nyer Medical Group, Inc. ("Nyer")), entered into an agreement with Massachusetts CVS Pharmacy L.L.C. ("CVS"), whereby DAW agreed to sell the inventory and prescription lists of its store located in Topsfield, Massachusetts. The selling price, to be paid in cash, is to be the value of the inventory at cost (not to exceed $430,000) as determined by an outside inventory taking firm plus $500,000 for the prescription lists. DAW simultaneously entered into a non-competition agreement with CVS whereby it agreed not to compete with CVS for 3 years within a 10-mile radius of the CVS' store located in Danvers, Massachusetts excluding 2 currently operating Eaton Apothecary pharmacies. Nyer guaranteed the representations and warranties of DAW. The sale is expected to close by the end of 2008, following the inventory taking.
Copies of the asset purchase and sale agreement between DAW and CVS and a form of the guaranty by Nyer are attached as Exhibits 10.1 and 10.2, respectively, to this report and incorporated herein by reference.
(d) Exhibits
10.1 Asset Purchase and Sale Agreement, dated December 9,
2008, between DAW and CVS.
10.2 Form of Stockholder Guaranty by Nyer to CVS.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K are forward-looking in nature within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. For example, the description regarding the expected closing time for the sale involves a forward-looking statement. The closing of the sale is subject to a satisfactory and timely inventory taking, as well as to an agreement by DAW's landlord not to sell or lease the store to certain competitors; these conditions may be delayed or may not occur, causing the closing to occur at a later date than expected or not at all. Except as required by law, Nyer undertakes no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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